1.  Definition of Memorandum of Association.  Definition of Article of Association.  Contents of Both.  Alteration in MOS and AOA

2. Topics to be discussed today are  Selection of the name of a company.  Approval of The Commission while choosing the name of a company.  Rectification of name of a company. (section 38)  Change of name by a company. (Section 39)  Registration of change of name.  Mentioning, affixing or engraving the name of a company name.

3.  Company is a legal entity formed by a person or association of persons for lawful business activities registered under the Companies Ordinance, 1984 (the ‘Ordinance’).  The first step towards incorporation of a company is to seek the “availability of name” for the proposed company from the concerned registrar of companies. Although, it sounds simple enough, but there are certain prohibitions and restrictions, the applicant has to look into while choosing a name for a company.

4. The incorporation of a company involves several steps.  The first step is seeking the availability of name from the “registrar concerned”. Rs. 200.  An application is to be submitted along with a fee of Rs. 200. while selecting the name of a company it should be considered that the name:  Is not, in the opinion of the commission, inappropriate or deceptive ;  Is not designed to exploit or offend the religious susceptibilities of the people ;  Is not a name identical with the name of the company already registered ;  Does not closely resemble with the name of the company already registered.

5. Following guideline must be kept in mind to avoid applying for identical names:  A name is not distinguishable by differences in punctuation or capital words, or the presence or absence of articles, conjunctions or prepositions as symbols or words (including “the,” “THE”, “a,” “A”, “and,” “of,” “in”, “at”, “Al”, “New”, “Modern”).  A word in the plural form will be regarded as being identical to a word in the singular form and vice versa.  For example 'industry' and 'industries' would be regarded as being identical;  Also, names which have close phonic resemblance with the name of existing companies are not distinguishable.

6. It is in the interest of promoters of a company to ensure that the name selected for their company  should portray true inculcate of their business  and have difference with any other name on the register. This will reduce the risk of confusion and the potential difficulties like:  Objections to the company name.  Confusion with other companies with a poor trading record.  Litigation in civil law.

7. If the already registered company is in the course of dissolution, then with the consent of such a company (to satisfaction of registrar) the name of such a company can be selected as a name of a company which is going to be registered.

8. Prior approval of Commission required for certain company names There are certain words and expressions which if used in a company name may imply business pre-eminence, a particular status or specific function. These words are generally allowed on producing sufficient justification by the promoters so as to ensure that public may not mislead with the name. These include names which contain any words suggesting or calculated to suggest:  Patronage of any past or present Pakistani or Foreign Head of State.  Any connection with the Federal Government or Provincial Government or any department or authority of any such Government.  Any connection with any corporation setup by or under any Federal or Provincial law; or  Patronage of or any connection with any Foreign Government or any International organization.

9. Guideline on prohibitions of certain types of words in a company name, are given below:  Association  This word may be included in the name of companies to be established on grant of license by the Commission under section 42 of Ordinance or which are established as a Trade Organization under Trade Organizations Ordinance, 2007.  Benevolent/ Foundation  These words may be included in the name of companies to be established on grant of license by the Commission under section 42 of Ordinance.  Society  This word may be included in the name of companies if proper justification is provided

10.  Fund  This word may be allowed in the name of company  if the company will function as Non-Banking Financial Company under the license of Specialized Companies Division of the Commission or to public sector company on grant of license by the Commission under section 42 of the Ordinance. Council  This word may be included in the name of companies to be established  on grant of license by the Commission under section 42 of Ordinance. Moreover, this expression is also allowed to Sports Association and Professional Bodies.  Chamber of Commerce  This word may be included in the name of entities  which are being formed as Trade Bodies under license under Trade Organization Ordinance, 2007, from Director General Trade Organization, Ministry of Commerce Government of Pakistan.  Authority/ Register/ Registered/ Co-operative/ Bureau/Division  These words are not allowed  Trust  This word may be included in the name of REITs to be established on grant of license by the Specialized Companies Division of the Commission.

11.  Assurance/ Assurer/ Insurance/ Insurer/ Re-Assurance/Re-Assurer/ Re- Insurance/ Re-Insurer  These words may be included in the name of companies involved in Insurance, Assurance, Re-insurance and Re-assurance business. Prior permission of Insurance Division of the Commission would be required at the time of Incorporation.  Board  This word may be included in the name of companies desirous to engage in the business of Paper &/or Board or to public sector companies.  Famous/ Distinct Personalities  These words may be included in the name of companies if proper justification and approval of relevant authority is provided.  Federation  This word may be included in the name of Sports Federations licensed under section 42 of Ordinance or trade bodies under Trade Organizations Ordinance, 2007.  Federal  This word is allowed in the name of company with the approval of the Commission, if the proposed company has a connection or any patronage with Federal Government

12.  Assurance/ Assurer/ Insurance/ Insurer/ Re-Assurance/Re-Assurer/ Re- Insurance/ Re-Insurer  These words may be included in the name of companies involved in Insurance, Assurance, Re-insurance and Re-assurance business. Prior permission of Insurance Division of the Commission would be required at the time of Incorporation.  Board  This word may be included in the name of companies desirous to engage in the business of Paper &/or Board or to public sector companies.  Famous/ Distinct Personalities  These words may be included in the name of companies if proper justification and approval of relevant authority is provided.  Federation  This word may be included in the name of Sports Federations licensed under section 42 of Ordinance or trade bodies under Trade Organizations Ordinance, 2007.  Federal  This word is allowed in the name of company with the approval of the Commission, if the proposed company has a connection or any patronage with Federal Government

13.  Bahria/ Askari/ Fouji/ Fazaiya/ Cadet  This word may be included in the name of companies to be established by the relevant agency.  Institution  This word may be included in the name of the public sector companies  Name of Company containing country name or nationality other than Pakistan  These names are not allowed unless sufficient justification is provided.  Name of Company containing name of two countries i.e. Pakistan/Pak and any other foreign company  These words may be included in the name of companies where documentary evidence is provided in support of the fact that the company is a Joint Venture of two Governments or companies of two countries.  New/Modern/The/Al  These words may be included in the name of companies. However, these expressions will not be acceptable if used to make proposed company as distinctive from already existing companies.

14.  For the facilitation of general public and promoters desirous of forming a company, the Commission has provided a name search facility on eServices portal at  https://eservices.secp.gov.pk/eServices/NameSearch.jsp.  Any person can check the availability of a proposed company name i.e.,  whether the company name is available for registration or otherwise by simply searching the desired name through the facility, before actually applying for a company name.

15. There are two methods for the submission of application for seeking confirmation of availability of name:-  THROUGH ELECTRONIC MODE/ ONLINE:  eServices by Securities and Exchange Commission of Pakistan (the Commission) has enabled the promoters of a company to seek company name availability online, using the eServices Portal, without visiting the Company Registration Office (CRO).  Application fee for the availability of name through online is Rs. 200/- only, cheaper than through offline, which is Rs.500/-.  MANUAL SUBMISSION OF APPLICATION  For this purpose, application can be made on a plain paper addressed to the registrar concerned.  Application fee is Rs. 500/- for each proposed name

16.  If application for the availability of a proposed company name is refused by the concerned registrar for any reason and the applicant feel aggrieved by his decision, he can file an application for review of the said decision with the Registration Department.

17.  The name of a public company limited by shares shall include the word `Limited’ as the last word. [Sec 16 (a) (i) ]  The name of a private company limited by shares shall include the word `(Private)’ Limited` as the last word. [Sec 16 (a) (i) ]  The name of a company limited by guarantee shall include the word ` (Guarantee) Limited` as the last word.[Sec 17 (a) (i) ]

18. The Securities and Exchange Commission of Pakistan has power to allow a company to be registered as company with limited liability, without the word `Limited’, (Private) Limited or (Guarantee) Limited, if the company :  Is formed or being formed for promoting commerce, art, science, religion, sports, social service, charity or any other useful object: or  Applies or intends to apply its income and profits, if any, in promoting its objects ; and  Prohibit the payment of any dividend to its members. (Sec 42)

19.  Where a company has, due to any reason, been registered with a name which is not permitted by the ordinance, the company may, on its own, change the name with the approval of registrar.  The registrar may also direct the company to change its name within thirty (30) days of the receipt of such direction.  The registrar shall give to company an opportunity of being heard before issuing such direction.  The registrar cannot issue any direction in this regard after the expiration of three years from the date of registration of the name of the company.

20. Almost every country has its own unique laws/rules and requirements for change of company name;  however, basic procedures regarding change in company name across the jurisdictions are almost the same and commonly understood.  In Pakistan, a company name can be changed in terms of section 38 or 39 of the Companies Ordinance, 1984.  A company may either change its name on its own, with the approval of Registrar or on the direction of the Registrar.

21. In case of company seeking to change its name on its own, it may change its name due to any valid reason including the following:  A company may change its name, if the company, through inadvertence or otherwise, is registered by a name in contravention of the provisions of Section 37 of the Companies Ordinance 1984 (the Ordinance).  •Many companies adopt new names to express their new identity due to their business development in the national and international arena.  If one company is taken over by another company, the members may choose the name of the acquiring company, combine the two old company names, or think up altogether a new name.  A change of management may be another reason.  If the company intends to carry out some other appropriate/ suitable business.  If the existing company name does not match, with the business specified in its memorandum of association.  Sometimes the name of a company does not remain attractive in the market, so company seeks to change its name according to new market trends and conditions.

22.  A company can change its name by passing a special resolution and obtaining written permission of the registrar.  The permission of the registrar shall not be required if the only change is the addition or the deletion of the word and parenthesis `PRIVATE’ or conversion of a company to be a private or public company respectively.

23.  Upon the change of name the registrar shall enter the new name on the register in place of the former name and shall issue a ‘Certificate of Incorporation On Change Of Name’. On the issue of this certificate the change of name shall be complete.  The former name shall also be mentioned for one year from the date of issue of the certificate outside every office or place of business of the company and on every document and notice of the company.  The change of name shall not effect any legal proceedings that might have commenced by or against the company under its former name. It would also not effect rights and obligations of the company.

24. The name of every limited company shall be :  Painted of affixed on the outside of a company every office or place of business in a conspicuous position where the registered office is located.  Engraved in English or Urdu on the seal of the company ; and

25.  Mentioned in English or Urdu on all : 1. Bills ; 2. Letter papers; 3. Documents, notices and other official publications; 4. Bill of exchange; 5. Hundies ; 6. Promissory notes; 7. Endorsements ; 8. Invoices; 9. Letter of credit ; 10. Reciepts.

26.  Where a company does not paint of affix and keep painted or affixed, its name in manner directed by the ordinance,  it shall be liable to fine which may extend to Rs 200/- for every day during which the default continues.  If any officer of a limited company or anyone authorizes the use of any seal purporting to be a seal of company where in its name is not engraved of issues any thing on behalf of the company whereas its name is not mentioned in manner as directed,  he shall be liable to a fine which may extend to Rs 2000/- and shall further be personally liable until such liability is fully settled by the company.

27.  The companies name is the most important aspect and thus gives the first impression of the company by its name.  The name should be registered.  It should have a meaningful impact towards the public.  Companies ordinance 1984 should be concerned regarding any alteration in name or change in name or any other issue regarding the company to get a clear image of the law and rules and regulations about the changing.